As filed with the Securities and Exchange Commission on June 8, 2010
Registration No. 333-140807


Washington, D.C. 20549

Post-Effective Amendment No. 1 to
Form S-8

(Exact name of registrant as specified in its charter)

 (State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
350 West Washington Street, Suite 600
Tempe, Arizona 85281
(Address of principal executive offices, including zip code)
First Solar, Inc. 2006 Omnibus Incentive Compensation Plan
First Solar Holdings, LLC 2003 Unit Option Plan
 (Full title of plans)
Robert J. Gillette
Chief Executive Officer
First Solar, Inc.
350 West Washington Street, Suite 600
Tempe, Arizona 85281
(602) 414-9300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
 825 Eighth Avenue
New York, New York 10019
(212) 474-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer þ
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Accelerated filer ¨
Smaller reporting company ¨


Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-140807) filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2007 (the “Registration Statement”) deregisters 2,120,882 shares of common stock, par value $0.001 per share, of First Solar, Inc. (“Common Stock”), which were registered under the Registration Statement but remain unsold (the “Remaining Shares”).  Concurrently with the filing of this Amendment, the registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”), which registers 9,620,882 shares of Common Stock, including the Remaining Shares.  In accordance with Instruction E to the General Instructions to Form S-8 and interpretations of the Division of Corporation Finance of the Commission, the portion of the registration fee allocable to the Remaining Shares, which the registrant paid to the Commission in connection with the original filing of the Registration Statement, is carried forward to the New Registration Statement.


Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Tempe, State of Arizona, on June 8, 2010.
First Solar, Inc.
     By: /s/ James Zhu
    Name: James Zhu
                           Title: Chief Accounting Officer

The officers and directors of First Solar, Inc. whose signatures appear below hereby constitute and appoint Jens Meyerhoff, James Zhu and Mary Beth Gustafsson, or any of them, to act severally as attorneys-in-fact and agents, with power of substitution and resubstitution, for each of them in any and all capacities, to sign any amendments, including post-effective amendments, of and supplements to the Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that such attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Michael J. Ahearn
Michael J. Ahearn
Executive Chairman and
Chairman of the Board of Directors
June 8, 2010
/s/ Robert J. Gillette
Robert J. Gillette
Chief Executive Officer and Director
(Principal Executive Officer)
June 8, 2010
/s/ Jens Meyerhoff
Jens Meyerhoff
Chief Financial Officer
(Principal Financial Officer)
June 8, 2010
/s/ James Zhu
James Zhu
Chief Accounting Officer
(Principal Accounting Officer)
June 8, 2010
/s/ Craig Kennedy
Craig Kennedy
June 8, 2010
/s/ James F. Nolan
James F. Nolan
June 8, 2010
/s/ William J. Post
William J. Post
June 8, 2010
/s/ J. Thomas Presby
J. Thomas Presby
June 8, 2010
/s/ Paul H. Stebbins
Paul H. Stebbins
June 8, 2010
/s/ Michael Sweeney
Michael Sweeney
June 8, 2010
/s/ Jose Villarreal
Jose Villarreal
June 8, 2010



Exhibit Number
Powers of Attorney (included as part of the signature page to this Post-Effective Amendment No. 1)